Non-profit organization

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Online Filling centre for non-profit organization

https://www.ic.gc.ca/app/scr/cc/ ... m.html?locale=en_CA

Government of Canada


What is the difference between a registered charity and a non-profit organization?
https://www.canada.ca/en/revenue ... t-organization.html


                        Registered charities and non-profit organizations (NPOs) both operate on a non-profit basis, however they are not the same. This page explains the differences between them.
   
                Registered charitiesRegistered charities are charitable organizations, public foundations, or private foundations that are created and resident in Canada. They must use their resources for charitable activities and have charitable purposes that fall into one or more of the following categories:

• the relief of poverty
• the advancement of education
• the advancement of religion
• other purposes that benefit the community
  

   
                Examples of registered charitiesSome examples of registered charities under each of the four categories:

• relief of poverty (food banks, soup kitchens, and low-cost housing units)
• advancement of education (colleges, universities, and research institutes)
• advancement of religion (places of worship and missionary organizations)
• purposes beneficial to the community (animal shelters, libraries, and volunteer fire departments)
  

   
                                Note                                             If you are operating as a charity and want to issue official donation receipts and not have to pay income tax, you have to apply to be a registered charity. If you are not registered, you do not qualify for these advantages.
      
        
                    
                Non-profit organizationsNon-profit organizations are associations, clubs, or societies that are not charities and are organized and operated exclusively for social welfare, civic improvement, pleasure, recreation, or any other purpose except profit.
   
                Examples of non-profit organizationsHere are a few types of non-profit organizations and examples of each:

• social, recreational, or hobby groups (bridge clubs, curling clubs, and golf clubs)
• certain amateur sports organizations (hockey associations, baseball leagues, and soccer leagues)
• certain festival organizations (parades and seasonal celebrations)
  

   
                                Note                                             If you are operating as a charity, you cannot be considered a non-profit organization, even if you are not registered or cannot be registered as a charity. You can only meet one definition, not both.
      
        
                    
                The Canada Revenue Agency (CRA) tax services offices are responsible for deciding if an organization qualifies for tax-exempt status as a non-profit organization.
   
                                  The differences between a registered charity and a non-profit organization[td]

Topic	Registered charity	NPO
Purposes	must be established and operate exclusively for charitable purposes	can operate for social welfare, civic improvement, pleasure, sport, recreation, or any other purpose except profit cannot operate exclusively for charitable purposes
Registration	must apply to the CRA and be approved for registration as a charity	does not have to go through a registration process for income tax purposes
Charitable registration number	is issued a charitable registration number once approved by the CRA	is not issued a charitable registration number
Tax receipts	can issue official donation receipts for income tax purposes	cannot issue official donation receipts for income tax purposes
Spending requirement (disbursement quota)	must spend a minimum amount on its own charitable activities or as gifts to qualified donees	does not have a spending requirement
Designation	is designated by the CRA as a charitable organization, a public foundation, or a private foundation	does not receive a designation
Returns	must file an annual information return (Form T3010) within six months of its fiscal period-end	may have to file a T2 return (if incorporated) or an information return (Form T1044) or both within six months of its fiscal period-end
Personal benefits to members	cannot use its income to personally benefit its members	cannot use its income to personally benefit its members
Tax exempt status	is exempt from paying income tax	is generally exempt from paying income tax may have to pay tax on property income or on capital gains
GST/HST	generally must pay GST/HST on purchases may claim a partial rebate of GST/HST paid on eligible purchases most supplies made by charities are exempt calculates net tax using the net tax calculation for charities	must pay GST/HST on purchases may claim a partial rebate of GST/HST paid on eligible purchases only if it receives significant government funding few supplies made by NPOs are exempt calculates net tax the regular way

   

                Related links

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Documents to file to create a not-for-profit corporation
https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04970.html
An application for a certificate of incorporation must include:

    a completed and signed copy of Form 4001 – Articles of Incorporation (see Federal incorporation forms; Instructions for Form 4001 – Articles of Incorporation are also available)
    a completed and signed copy of Form 4002 – Initial Registered Office Address and First Board of Directors (see Federal incorporation forms; Instructions for Form 4002 – Initial Registered Office Address and First Board of Directors are also available)
    a Nuans name search report for the proposed name that is not more than 90 days old. If you have received prior approval of the name, attach a copy of the letter from Corporations Canada approving your name along with the copy of the Nuans name search report. If the proposed name is a number name, a Nuans name search report is not required (see Name a corporation), and
    the filing fee (see Services, fees and turnaround times – Not-for-profit corporations).

Models of Form 4001 – Articles of Incorporation provide examples of wording that typical not-for-profit corporations can refer to when completing their articles.

The steps to follow after you submit your application are explained in What happens after I submit my application under the Canada Not-for-profit Corporations Act?.
Language of the articles

The articles can be in the official language of your choice. This means they can be:

    in a format that uses either official language (in English or in French)
    in a format that employs both English and French, or
    in a fully bilingual format, using both official languages equally.

Professional associations

Incorporation of a professional association (that is, a corporation whose proposed name or purposes suggest that it considers itself to be an association of professionals) does not provide that corporation with the authority to practise, or to regulate the practice of, the profession. It is the corporation's responsibility to comply with provincial laws respecting professions.
What to do after the corporation has been created

Once the corporation has been created, a number of other items must be considered. Next steps following incorporation provides information on what needs to be done after a corporation has been created and on how to operate a not-for-profit corporation under the NFP Act.

You will be required to file certain documents with Corporations Canada (see Your reporting obligations under the Canada Not-for-profit Corporations Act).
By-laws

At the first organizational meeting, the directors can make by-laws. This process can be simplified by referring to the Model by-laws – Not-for-profit corporations, which have been written to apply to a typical not-for-profit corporation.

Corporations Canada has also developed an online interactive tool called a By-law builder: not-for-profit corporations that allows you to generate the by-laws you want by choosing provisions that meet the specific needs of your corporation from a number of available options.
Note

By-laws do not have to be filed with the application to obtain a certificate of incorporation. However, the NFP Act requires that they be filed within 12 months after the members have confirmed them.
Registering as a charity under the Income Tax Act

To be able to issue official donation receipts and to be exempt from tax, the Income Tax Act requires that corporations created and operated exclusively for charitable purposes must register with the Canada Revenue Agency (CRA) as charities. The simple fact of being incorporated as a not-for-profit corporation under the NFP Act is not sufficient for a corporation to be considered either tax-exempt or a registered charity for the purposes of the Income Tax Act.

Information on charitable registration, along with the required application form, can be found on the CRA's Charities section or can be obtained by contacting:

Charities Directorate
Canada Revenue Agency
Ottawa, ON K1A 0L5
Toll Free: 1-800-267-2384

If your corporation intends to become a registered charity, visit Charities and giving (Canada Revenue Agency) during the preparation of your incorporating documents. The Charities and giving section provides valuable information about what must be contained in certain statements in your incorporating documents to meet the requirements to qualify for registration as a charity.

You should be aware that if you need to change these statements later to qualify for registration as a charity, changes to the approved articles can only be made by amendment. The fee for amending articles under the NFP Act is $200.00.
Not-for-profit corporations and non-profit organizations

Incorporation under the NFP Act does not automatically mean that the corporation will be exempt from tax under the Income Tax Act. For more information on being considered a non-profit organization under the Income Tax Act, see the CRA's Non-profit organizations section.

Date modified:
    2017-10-18



Next steps following incorporation
https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04993.html
After you incorporate under the Not-for-profit Corporations Act (NFP Act), you need to establish the internal organization of the corporation.
On this page

    First directors' meeting
    Possible actions to be taken at first meeting of directors
    First members' meeting
    Provincial and territorial registrations
    Business number
    Permits and other formalities

First directors' meeting

After incorporation, the incorporators or first directors are required to call an "organizational meeting" of the directors. The purpose of this first meeting of the directors is to organize the corporation by adopting a number of resolutions that will allow the corporation to conduct its activities. A minimum of five days' notice of this meeting must be given to each director listed in Form 4002 – Initial Registered Office Address and First Board of Directors (see Federal incorporation forms).

This notice must indicate the date, time and place of the meeting. A director can waive (that is, voluntarily refrain from insisting on) notice of the meeting, and the attendance of a director at the meeting is equivalent to a waiver of the notice of meeting (refer to subsections 127(3) and (4) of the NFP Act and section 27 of the Canada Not-for-profit Corporations Regulations (NFP Regulations)).

At this first meeting, the directors can take the following actions (refer to subsection 127(1) of the NFP Act):

    make by-laws
    maintain corporate records and issuing debt obligation certificates
    authorize the issuance of debt obligations
    appoint officers
    appoint an interim public accountant
    issue memberships
    make banking arrangements
    transact any other business.

Instead of holding a first meeting of the directors, the directors can alternatively sign organizing resolutions to deal with all of the above matters. This is especially suitable if the number of directors is small. If all directors sign a written record of resolutions on the above matters, then a meeting of the first directors is not necessary. A copy of the resolutions must be kept with the minutes of the meetings of directors (see Organizing resolutions of directors for adoption at first meeting of the directors; you can also refer to subsections 127(5) and (6) of the NFP Act).
Possible actions to be taken at first meeting of directors

The directors need to consider the following actions at their first meeting.
Make by-laws

As soon as possible after incorporation, a corporation will need to adopt a set of rules concerning the governance and operations of a corporation. These rules are set out in the by-laws of the corporation. In this regard, the first directors will need to adopt "general by-laws" at the first meeting of the directors.

If a corporation wants to put in place certain rules that are not dealt with in the NFP Act or to modify some of the rules that are in the NFP Act, it can do so, as long as the changes made are permitted by the NFP Act (see Default rules).

Examples of issues that can be dealt with in by-laws include:

    the date of a corporation's financial year-end
    the process and special requirements for banking arrangements
    the qualification requirements for memberships
    the process for appointing officers, as well as the rules regarding their qualifications and duties
    the procedures for calling and conducting directors' and members' meetings
    the minimum number of directors and members required to establish quorum at meetings
    the process for amending by-laws
    the rules limiting the modifications that can be made to the powers given to directors under the NFP Act.

By-laws can be amended from time to time, for various reasons. For example, a corporation might want to change the qualification requirements for its officers, or the quorum requirements for members meetings. The process for amending by-laws differs depending on the subject matter of the changes (see By-laws for information on changing by-laws).

With some exceptions, general by-laws adopted at the first meeting of the directors take effect immediately, although they are subject to confirmation at the first meeting of the members. After confirmation by the members, a copy of the by-laws must be filed with Corporations Canada within 12 months (refer to sections 152 and 153 of the NFP Act, and section 60 of the NFP Regulations).
Maintain corporate records and issuing debt obligation certificates

The list of corporate records that are required to be kept includes registers of members, directors and officers and minutes of member and director meetings. Although there is a general requirement for the corporation to keep certain records at its registered office, it is also permissible to keep these records at another location, provided that the requirements of the NFP Act are met. At the first meeting of the directors, they will need to decide how these records are to be maintained and what rules, if any, will govern their maintenance (see Corporate records and filing obligations).
Authorize the issuance of debt obligations

If a corporation intends to issue debt obligations after incorporation (for ex., bonds, debentures, notes or other evidences of indebtedness or guarantees of a corporation), this will have to be authorized by the directors at their first meeting. Future debt obligations will also have to be authorized by the directors at future meetings.
Appoint officers

Officers are appointed by the directors to assist the directors and to carry out functions delegated to them. Officers should be appointed at the first meeting of the directors. Officers can be replaced at the discretion of the directors at any point in the future (see The directors).
Appoint an interim public accountant

The NFP Act contains a general requirement that the members of a corporation incorporated under the NFP Act must appoint a public accountant by ordinary resolution (that is, a simple majority of the votes cast) at each annual meeting (refer to subsection 181(1) of the NFP Act). The NFP Act also contains rules regarding who can be appointed, and the circumstances in which such an appointment is not required (refer to sections 180-182 of the NFP Act). Since the power to appoint a public accountant is vested with the members, the first directors can appoint an interim public accountant who holds office until the first meeting of the members (see Financial statements and review).
Issue memberships

One of a corporation's first activities following incorporation is to issue memberships. A person becomes a member when a corporation admits that person as a member of the corporation and "issues" a membership in that person's name. At the first meeting of the directors, memberships will need to be issued to qualified persons who meet the membership conditions contained in the by-laws. If the articles of incorporation provide for two or more classes or groups of members, memberships can be issued to different classes of members who meet the requirements set out in the by-laws. Additional memberships can be issued in the future (see The members; you can also refer to sections 154 and 155 of the NFP Act).
Make banking arrangements

Once the corporation has been incorporated, it will need to choose a financial institution to meet its corporate banking needs. At their first meeting, the directors should adopt the banking resolutions that are required by the financial institution chosen; designate the signing officers for cheques; and determine the processes for conducting other banking business and authorizing signing officers.
Transact other business

Depending on the operations of the corporation, other business decisions might also have to be made at the first meeting of directors. Such decisions could include those that deal with:

    adopting corporate policies
    employing staff
    purchasing insurance coverage
    leasing premises
    purchasing real property.

Another could involve the adoption of pre-incorporation contracts. In such a situation, a person who enters into a contract in the name of or on behalf of a corporation before it comes into existence is personally bound by that contract. After incorporation, the corporation can adopt the contract so that the corporation will become bound by the contract as if the corporation had been in existence when the contract was entered into, while the person ceases to be bound (refer to section 15 of the NFP Act).

Depending on the nature of these decisions, some might require member approval and others might not.
First members' meeting

After the organizational meeting of the first directors, an organizational meeting of the members is required. Although most of the corporation's initial organizing business can be dealt with by the directors at their first meeting, certain matters might not be decided by the directors or might have to be confirmed by the members. With this in mind, the first directors of a corporation must call the first members' meeting within 18 months of the date of incorporation, that is, the effective date on the certificate of incorporation (refer to section 160 of the NFP Act and subsection 61(1) of the NFP Regulations). This meeting is usually held immediately after the first organizational meeting of the directors.

At this meeting, the members:

    elect directors
    confirm, modify or reject the general by-laws established by the first directors
    appoint a public accountant, who can be the same one appointed by the first directors or a different one
    adopt special by-laws, if any
    transact other business.

Similar to the first meeting of the directors, the members can also adopt these initial organizing resolutions in writing, instead of holding a members' meeting, provided that the written resolutions are signed by all members (see Organizing resolutions of members for adoption at the first meeting of members; you can also refer to section 166 of the NFP Act).
Provincial and territorial registrations

Once a not-for-profit corporation has been incorporated federally, you will likely need to register the corporation in the province(s) or territory(ies) where the corporation carries on its activities. While incorporation creates a legal entity, provincial and territorial registrations allow the corporation to carry on activities within Canada's individual provinces and territories. There are different types of registrations, such as extra-provincial corporate registrations, business name registrations and fundraising registrations. Provinces and territories often require corporations to register within a few weeks after beginning activities in their jurisdictions.

In addition, some jurisdictions might require annual filings or registrations. A registration or filing fee might also be charged. Carrying on activities in a province or territory can include running a program or fundraising event; having an address, a post office box or phone number; or offering services or products at that location.

The requirements and processes for registration differ greatly among the province(s) or territory(ies) as there is no central registration agency. For example, it is possible that a corporation might need to register in one province but not in another, even though the same activity is carried on in both provinces. Consider contacting the local corporate law administration offices in each province or territory where you plan to carry on activities to determine their individual registration requirements (see Provincial registrars).
Business number

The Business Number (BN) is a unique federal government numbering system that identifies your organization and the accounts you maintain with the Canada Revenue Agency (CRA). The BN consists of a numeric identifier of the organization, followed by a program account identifier. Examples of program accounts that can be registered with the CRA include:

    Goods and Services Tax (GST) and Harmonized Sales Tax (HST)
    registered charitable status (indicated by a charity's registration number)
    payroll deductions
    corporate income tax
    import and export duties and taxes.

When it incorporates your organization, Corporations Canada will ask the CRA to issue a BN for your corporation. The CRA will then register your corporation, and follow-up with a letter that confirms your BN and the program accounts for which you are registered. This letter will also include a summary of the information you have provided (see Registering your business on the CRA website).
Permits and other formalities

You might have to fulfill a number of other requirements in order to carry on certain activities. For example, you might need a provincial permit to carry on activities in a particular sector, such as a bingo licence in order to operate a bingo, a liquor permit in order to serve alcoholic beverages, or lobbying registration in order to conduct certain lobbying activities. Corporations Canada does not provide information on such requirements. Instead, consider checking with the appropriate municipal, provincial, territorial or federal government agencies, as well as professional organizations. You can also consult the Industry Canada Bizpal service for help with your business permit and licensing needs.

Date modified:
    2013-04-23

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admin 发表于 2018-11-27 19:48
Documents to file to create a not-for-profit corporation
https://www.ic.gc.ca/eic/site/cd-dgc.nsf ...

https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04999.html

Model by-laws – Not-for-profit corporations
By-law No. 1

A by-law relating generally to the conduct of the affairs of
[NAME OF CORPORATION]

(the "Corporation")
Table of contents

    Section 1 - General
    Section 2 - Membership – Matters Requiring Special Resolution
    Section 3 - Membership Dues, Termination and Discipline
    Section 4 - Meetings of Members
    Section 5 - Directors
    Section 6 - Meetings of Directors
    Section 7 - Officers
    Section 8 - Notices
    Section 9 - Dispute Resolution
    Section 10 - Effective Date

BE IT ENACTED as a by-law of the Corporation as follows:
Section 1 - General
1.01 DefinitionsFootnote 1

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

    "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
    "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
    "board" means the board of directors of the Corporation and "director" means a member of the board;
    "by-law" means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
    "meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
    "ordinary resolution" means a resolution passed by a majority (for example more than 50%) of the votes cast on that resolution;
    "proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
    "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
    "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.02 Interpretation

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
1.04 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
1.05 Financial Year End

The financial year end of the Corporation shall be determined by the board of directors.
1.06 Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
1.07 Annual Financial StatementsFootnote 2

The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
Section 2 - Membership – Matters requiring special resolution
2.01 Membership ConditionsFootnote 3

[ Choose this provision if you want a single class of individual members]

Subject to the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available only to individuals interested in furthering the Corporation's purposes and who have applied for and been accepted into membership in the Corporation by resolution of the board or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.

[ Choose this provision if you want two classes of members]

Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:

Class A Members

    Class A voting membership shall be available only to [describe category of persons (consider whether individuals or other entities) who should have a right to vote in the Corporation] and who have applied and have been accepted for Class A voting membership in the Corporation.
    The term of membership of a Class A voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
    As set out in the articles, each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.

Class B Members

    Class B non-voting membership shall be available only to [describe category of persons (consider whether individuals or other entities) who should not have a right to vote in the Corporation] and who have applied and have been accepted for Class B non-voting membership in the Corporation.
    The term of membership of a Class B non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
    Subject to the Act and the articles, a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
2.02 Notice of Meeting of MembersFootnote 4

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

    by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
    by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.Footnote 5>

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
2.03 Absentee Voting by Mail BallotFootnote 6

Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot if the Corporation has a system that:

    enables the votes to be gathered in a manner that permits their subsequent verification, and
    permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
Section 3 - Membership dues, termination and discipline
3.01 Membership Dues

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Corporation.
3.02 Termination of MembershipFootnote 7

A membership in the Corporation is terminated when:

    the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
    a member fails to maintain any qualifications for membership described in Section 2.01 of these by-laws;
    the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
    the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;
    the member's term of membership expires; or
    the Corporation is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
3.03 Discipline of MembersFootnote 8

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

    violating any provision of the articles, by-laws, or written policies of the Corporation;
    carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
    for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.
Section 4 - Meetings of members
4.01 Persons Entitled to be Present

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
4.02 Chair of the Meeting

In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
4.03 QuorumFootnote 9

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.04 Votes to GovernFootnote 10

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.Footnote 11
Section 5 - Directors
5.01 Election and TermFootnote 12

Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the third annual meeting of members following the election.Footnote 13
Section 6 - Meetings of directors
6.01 Calling of Meetings

Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that, for the first organization meeting following incorporation, such meeting may be called by any director or incorporatorFootnote 14. If the Corporation has only one director, that director may call and constitute a meeting.
6.02 Notice of MeetingFootnote 15

Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than 7 days before the time when the meeting is to be held by one of the following methods:

    delivered personally to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
    mailed by prepaid ordinary mail to the director's address as set out in (a);
    by telephonic, electronic or other communication facility at the director's recorded address for that purpose; or
    by an electronic document in accordance with Part 17 of the Act.

Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 Regular Meetings

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3)(Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
6.04 Votes to GovernFootnote 16

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.Footnote 17
6.05 Committees

The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
Section 7 - Officers
7.01 Description of OfficesFootnote 18

Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

    Chair of the Board - The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
    Vice-Chair of the Board - The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
    President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
    Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
    Treasurer - If appointed, the treasurer shall have such powers and duties as the board may specify.

The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
7.02 Vacancy in Office

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

    the officer's successor being appointed,
    the officer's resignation,
    such officer ceasing to be a director (if a necessary qualification of appointment) or
    such officer's death.

If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
Section 8 - Notices
8.01 Method of Giving Notices

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

    if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
    if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or
    if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
    if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
8.02 Invalidity of any provisions of this by-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
8.03 Omissions and Errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
Section 9 - Dispute resolution
9.01 Mediation and Arbitration

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.
9.02 Dispute Resolution Mechanism

In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

    The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
    The number of mediators may be reduced from three to one or two upon agreement of the parties.
    If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
    All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

Section 10 - Effective date
10.01 Effective Date Footnote 19

Subject to matters requiring a special resolution, this by-law shall be effective when made by the board.

CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the space to insert day day of space to insert month, 20space to insert year and confirmed by the members of the Corporation by special resolution on the space to insert day day of space to insert month, 20space to insert year.

Dated as of the space to insert day day of space to insert month, 20space to insert year.

space to insert full name
[Indicate name of director/officer]
Footnotes

Footnote 1

    Other Definitions – Depending on the particular structure of the corporation, other definitions may be included.

    Return to footnote 1 referrer
Footnote 2

    Annual Financial Statements – Subsection 172(2) of the Act allows the by-laws to include this provision, which is optional.

    Return to footnote 2 referrer
Footnote 3

    Membership Conditions – Subsection 7(1)(c) requires the articles to set out the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups. Subsection 154(1) requires the by-laws to set out the conditions required for being a member, including whether a corporation or other entity may be a member. The examples in the precedent are for (1) a single class of members and (2) two classes of membership.

    Return to footnote 3 referrer
Footnote 4

    Notice of Meeting and Record Date – The notice periods referred to in this section are prescribed notice periods under Subsection 63(1)(a) and (b) of the Regulations. Subsection 63(1)(c) of the Regulations also permits the corporation to affix the notice of meeting, no later than 30 days before the day on which the meeting is to be held, to a notice board where information respecting the corporation's activities is regularly posted and that is located in a place frequented by the members. Subsection 63(1)(d) permits a corporation with over 250 members to publish the notice of meeting (i) at least once in each of the 3 weeks immediately before the date of the meeting in one or more newspapers where the majority of the members of the corporation resides or (ii) at least once in a publication of the Corporation that is sent to all members, during the period of 21 to 60 days before the meeting. The corporation may want to include either of these options in the by-laws, if desired. It should also be noted that under Subsection 161(1) of the Act, the corporation may fix a record date in accordance with the Regulations for determining the members entitled to receive notice of a meeting of members and to vote at such meeting.

    Return to footnote 4 referrer
Footnote 5

    Electronic means of giving notice – Under Subsection 63(2) of the Regulations, if the by-laws provide for an electronic means of giving notice, the by-laws must also provide for a non-electronic means of giving notice.

    Return to footnote 5 referrer
Footnote 6

    Absentee Voting – Subsection 171(1) of the Act provides that the by-laws may set out any prescribed methods of voting by members not in attendance at a meeting of members. The methods of voting prescribed by Section 74 of the Regulations are: (a) voting by proxy, (b) voting by mailed-in ballot, and (c) voting by means of telephonic, electronic or other communication facility in accordance with the Regulations. If the by-laws prescribe any method of absentee voting they are also required to set out procedures for collecting, counting and reporting the results of any vote.

    Return to footnote 6 referrer
Footnote 7

    Retention of rights on Termination – Section 157 of the Act provides that the articles or by-laws may specify retention of rights by members, for example, for a particular period of time.

    Return to footnote 7 referrer
Footnote 8

    Discipline – Subsection 158 allows the articles or by-laws to provide that the directors, members or a committee of directors or members has the power to discipline a member or to terminate their membership. If they do, they must also set out the circumstances and the manner in which the power may be exercised. The above section is an example.

    Return to footnote 8 referrer
Footnote 9

    Quorum – Section 164(1) of the Act allows the by-laws to establish the quorum for members' meetings as long as it complies with the Regulations which require the quorum to be a fixed number, a percentage or a determinable formula. If not set out in the by-laws, Subsection 164(2) of the Act provides that the default is a majority of the members entitled to vote. Note that Section 164(3) specifically allows the by-laws not to allow an opening quorum to be sufficient if there is a loss of quorum later in the meeting.

    Return to footnote 9 referrer
Footnote 10

    Voting – Subsection 137(1) of the Act permits the by-laws to specify that the members may make decisions by consensus, with certain exceptions. However, consensus decision-making is generally only an appropriate means of making decisions at members meetings when the size of membership is small. If consensus decision making is desired for members, the following may be used:

        "Unless otherwise required by the Act or the articles of the Corporation, questions arising at any meeting of the members shall be decided by a consensus of the members present at the meeting. A consensus will be considered to have been reached when no member objects to the question on the floor before the meeting. Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question then the chair shall refer the question to be decided by a majority vote of the members."

    Return to footnote 10 referrer
Footnote 11

    Tie-Vote – The example provided in the precedent gives the chair a second or casting vote to break a tie-vote. There are other variations possible, such as stating that the chair shall not exercise a vote except to break a tie.

    Return to footnote 11 referrer
Footnote 12

    Election of Directors – Subsection 128(3) provides that directors are to be elected by the members by ordinary resolution at an annual meeting for a term expiring within the prescribed period set out in the Regulations (4 years). Subsection 128(4) of the Act allows directors to be elected for staggered terms. The by-laws may specifically provide for staggered terms or the by-laws may be left silent so that the staggered terms are provided by resolution.

    Return to footnote 12 referrer
Footnote 13

    Appointment by Directors – Subsection 128(8) of the Act states that if the articles provide, the directors may appoint directors to the board but the total number may not exceed 1/3 of the number of directors elected at the previous annual meeting of members. If appointment by directors is desired, the articles could provide:

        "The board of directors may appoint additional directors for a term expiring not later than the close of the next annual meeting of members but the total number of directors appointed may not exceed 1/3 of the number of directors elected at the previous annual meeting. The precise number of directors to be appointed in this manner may be fixed by ordinary resolution of the members."

    Return to footnote 13 referrer
Footnote 14

    First Organizational Meeting Following Incorporation – The phrase "provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator" is not required unless the corporation is being created (i.e. it is not needed on continuance).

    Return to footnote 14 referrer
Footnote 15

    Notice of Board of Directors' Meeting – Subsection 136(1) allows the by-laws to provide for any notice of a meeting of directors. The example provided by the precedent gives the board flexibility to establish a greater number of days notice for regular board meetings while being able to call a board meeting on short notice where pressing matters require an urgent meeting.

    Return to footnote 15 referrer
Footnote 16

    Voting – Subsection 137(1) of the Act permits the by-laws to specify that the directors will make decisions by consensus, with certain exceptions. If consensus decision making is desired, the following may be used:

        "Unless otherwise required by the Act or the articles of the Corporation, questions arising at any meeting of the board shall be decided by a consensus of the directors present at the meeting. A consensus will be considered to have been reached when no director objects to the question on the floor before the meeting . Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question, then the chair shall refer the question to be decided by a majority vote of the directors. In that event, each director is authorized to exercise one vote".

    Return to footnote 16 referrer
Footnote 17

    Tie-Vote – Where there is a tie vote, the example provided in the precedent gives the chair a second or casting vote to break a tie. There are other variations possible, such as stating that the chair shall not exercise a vote except to break a tie.

    Return to footnote 17 referrer
Footnote 18

    Officers – Section 142 of the Act allows the board to appoint the officers of the corporation and any offices may be specified in the by-laws. If appointment by members or in some other manner is preferred, it must be set out in the articles, by-laws or, if applicable, a unanimous member agreement.

    Return to footnote 18 referrer
Footnote 19

    Transition is a special case for the effective date of the by-laws. The new by-laws typically take effect on the date that the corporation continues under the NFP Act. This is the effective date of the Certificate of Continuance.

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admin 发表于 2018-11-27 19:48
Documents to file to create a not-for-profit corporation
https://www.ic.gc.ca/eic/site/cd-dgc.nsf ...

https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04999.html

Model by-laws – Not-for-profit corporations
By-law No. 1

A by-law relating generally to the conduct of the affairs of
[NAME OF CORPORATION]

(the "Corporation")
Table of contents

    Section 1 - General
    Section 2 - Membership – Matters Requiring Special Resolution
    Section 3 - Membership Dues, Termination and Discipline
    Section 4 - Meetings of Members
    Section 5 - Directors
    Section 6 - Meetings of Directors
    Section 7 - Officers
    Section 8 - Notices
    Section 9 - Dispute Resolution
    Section 10 - Effective Date

BE IT ENACTED as a by-law of the Corporation as follows:
Section 1 - General
1.01 DefinitionsFootnote 1

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

    "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
    "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
    "board" means the board of directors of the Corporation and "director" means a member of the board;
    "by-law" means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
    "meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
    "ordinary resolution" means a resolution passed by a majority (for example more than 50%) of the votes cast on that resolution;
    "proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
    "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
    "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.02 Interpretation

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
1.04 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
1.05 Financial Year End

The financial year end of the Corporation shall be determined by the board of directors.
1.06 Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
1.07 Annual Financial StatementsFootnote 2

The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
Section 2 - Membership – Matters requiring special resolution
2.01 Membership ConditionsFootnote 3

[ Choose this provision if you want a single class of individual members]

Subject to the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available only to individuals interested in furthering the Corporation's purposes and who have applied for and been accepted into membership in the Corporation by resolution of the board or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.

[ Choose this provision if you want two classes of members]

Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:

Class A Members

    Class A voting membership shall be available only to [describe category of persons (consider whether individuals or other entities) who should have a right to vote in the Corporation] and who have applied and have been accepted for Class A voting membership in the Corporation.
    The term of membership of a Class A voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
    As set out in the articles, each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.

Class B Members

    Class B non-voting membership shall be available only to [describe category of persons (consider whether individuals or other entities) who should not have a right to vote in the Corporation] and who have applied and have been accepted for Class B non-voting membership in the Corporation.
    The term of membership of a Class B non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
    Subject to the Act and the articles, a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
2.02 Notice of Meeting of MembersFootnote 4

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

    by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
    by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.Footnote 5>

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
2.03 Absentee Voting by Mail BallotFootnote 6

Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot if the Corporation has a system that:

    enables the votes to be gathered in a manner that permits their subsequent verification, and
    permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
Section 3 - Membership dues, termination and discipline
3.01 Membership Dues

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Corporation.
3.02 Termination of MembershipFootnote 7

A membership in the Corporation is terminated when:

    the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
    a member fails to maintain any qualifications for membership described in Section 2.01 of these by-laws;
    the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
    the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;
    the member's term of membership expires; or
    the Corporation is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
3.03 Discipline of MembersFootnote 8

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

    violating any provision of the articles, by-laws, or written policies of the Corporation;
    carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
    for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.
Section 4 - Meetings of members
4.01 Persons Entitled to be Present

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
4.02 Chair of the Meeting

In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
4.03 QuorumFootnote 9

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.04 Votes to GovernFootnote 10

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.Footnote 11
Section 5 - Directors
5.01 Election and TermFootnote 12

Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the third annual meeting of members following the election.Footnote 13
Section 6 - Meetings of directors
6.01 Calling of Meetings

Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that, for the first organization meeting following incorporation, such meeting may be called by any director or incorporatorFootnote 14. If the Corporation has only one director, that director may call and constitute a meeting.
6.02 Notice of MeetingFootnote 15

Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than 7 days before the time when the meeting is to be held by one of the following methods:

    delivered personally to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
    mailed by prepaid ordinary mail to the director's address as set out in (a);
    by telephonic, electronic or other communication facility at the director's recorded address for that purpose; or
    by an electronic document in accordance with Part 17 of the Act.

Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 Regular Meetings

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3)(Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
6.04 Votes to GovernFootnote 16

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.Footnote 17
6.05 Committees

The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
Section 7 - Officers
7.01 Description of OfficesFootnote 18

Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

    Chair of the Board - The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
    Vice-Chair of the Board - The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
    President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
    Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
    Treasurer - If appointed, the treasurer shall have such powers and duties as the board may specify.

The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
7.02 Vacancy in Office

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

    the officer's successor being appointed,
    the officer's resignation,
    such officer ceasing to be a director (if a necessary qualification of appointment) or
    such officer's death.

If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
Section 8 - Notices
8.01 Method of Giving Notices

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

    if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
    if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or
    if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
    if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
8.02 Invalidity of any provisions of this by-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
8.03 Omissions and Errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
Section 9 - Dispute resolution
9.01 Mediation and Arbitration

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.
9.02 Dispute Resolution Mechanism

In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

    The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
    The number of mediators may be reduced from three to one or two upon agreement of the parties.
    If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
    All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

Section 10 - Effective date
10.01 Effective Date Footnote 19

Subject to matters requiring a special resolution, this by-law shall be effective when made by the board.

CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the space to insert day day of space to insert month, 20space to insert year and confirmed by the members of the Corporation by special resolution on the space to insert day day of space to insert month, 20space to insert year.

Dated as of the space to insert day day of space to insert month, 20space to insert year.

space to insert full name
[Indicate name of director/officer]
Footnotes

Footnote 1

    Other Definitions – Depending on the particular structure of the corporation, other definitions may be included.

    Return to footnote 1 referrer
Footnote 2

    Annual Financial Statements – Subsection 172(2) of the Act allows the by-laws to include this provision, which is optional.

    Return to footnote 2 referrer
Footnote 3

    Membership Conditions – Subsection 7(1)(c) requires the articles to set out the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups. Subsection 154(1) requires the by-laws to set out the conditions required for being a member, including whether a corporation or other entity may be a member. The examples in the precedent are for (1) a single class of members and (2) two classes of membership.

    Return to footnote 3 referrer
Footnote 4

    Notice of Meeting and Record Date – The notice periods referred to in this section are prescribed notice periods under Subsection 63(1)(a) and (b) of the Regulations. Subsection 63(1)(c) of the Regulations also permits the corporation to affix the notice of meeting, no later than 30 days before the day on which the meeting is to be held, to a notice board where information respecting the corporation's activities is regularly posted and that is located in a place frequented by the members. Subsection 63(1)(d) permits a corporation with over 250 members to publish the notice of meeting (i) at least once in each of the 3 weeks immediately before the date of the meeting in one or more newspapers where the majority of the members of the corporation resides or (ii) at least once in a publication of the Corporation that is sent to all members, during the period of 21 to 60 days before the meeting. The corporation may want to include either of these options in the by-laws, if desired. It should also be noted that under Subsection 161(1) of the Act, the corporation may fix a record date in accordance with the Regulations for determining the members entitled to receive notice of a meeting of members and to vote at such meeting.

    Return to footnote 4 referrer
Footnote 5

    Electronic means of giving notice – Under Subsection 63(2) of the Regulations, if the by-laws provide for an electronic means of giving notice, the by-laws must also provide for a non-electronic means of giving notice.

    Return to footnote 5 referrer
Footnote 6

    Absentee Voting – Subsection 171(1) of the Act provides that the by-laws may set out any prescribed methods of voting by members not in attendance at a meeting of members. The methods of voting prescribed by Section 74 of the Regulations are: (a) voting by proxy, (b) voting by mailed-in ballot, and (c) voting by means of telephonic, electronic or other communication facility in accordance with the Regulations. If the by-laws prescribe any method of absentee voting they are also required to set out procedures for collecting, counting and reporting the results of any vote.

    Return to footnote 6 referrer
Footnote 7

    Retention of rights on Termination – Section 157 of the Act provides that the articles or by-laws may specify retention of rights by members, for example, for a particular period of time.

    Return to footnote 7 referrer
Footnote 8

    Discipline – Subsection 158 allows the articles or by-laws to provide that the directors, members or a committee of directors or members has the power to discipline a member or to terminate their membership. If they do, they must also set out the circumstances and the manner in which the power may be exercised. The above section is an example.

    Return to footnote 8 referrer
Footnote 9

    Quorum – Section 164(1) of the Act allows the by-laws to establish the quorum for members' meetings as long as it complies with the Regulations which require the quorum to be a fixed number, a percentage or a determinable formula. If not set out in the by-laws, Subsection 164(2) of the Act provides that the default is a majority of the members entitled to vote. Note that Section 164(3) specifically allows the by-laws not to allow an opening quorum to be sufficient if there is a loss of quorum later in the meeting.

    Return to footnote 9 referrer
Footnote 10

    Voting – Subsection 137(1) of the Act permits the by-laws to specify that the members may make decisions by consensus, with certain exceptions. However, consensus decision-making is generally only an appropriate means of making decisions at members meetings when the size of membership is small. If consensus decision making is desired for members, the following may be used:

        "Unless otherwise required by the Act or the articles of the Corporation, questions arising at any meeting of the members shall be decided by a consensus of the members present at the meeting. A consensus will be considered to have been reached when no member objects to the question on the floor before the meeting. Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question then the chair shall refer the question to be decided by a majority vote of the members."

    Return to footnote 10 referrer
Footnote 11

    Tie-Vote – The example provided in the precedent gives the chair a second or casting vote to break a tie-vote. There are other variations possible, such as stating that the chair shall not exercise a vote except to break a tie.

    Return to footnote 11 referrer
Footnote 12

    Election of Directors – Subsection 128(3) provides that directors are to be elected by the members by ordinary resolution at an annual meeting for a term expiring within the prescribed period set out in the Regulations (4 years). Subsection 128(4) of the Act allows directors to be elected for staggered terms. The by-laws may specifically provide for staggered terms or the by-laws may be left silent so that the staggered terms are provided by resolution.

    Return to footnote 12 referrer
Footnote 13

    Appointment by Directors – Subsection 128(8) of the Act states that if the articles provide, the directors may appoint directors to the board but the total number may not exceed 1/3 of the number of directors elected at the previous annual meeting of members. If appointment by directors is desired, the articles could provide:

        "The board of directors may appoint additional directors for a term expiring not later than the close of the next annual meeting of members but the total number of directors appointed may not exceed 1/3 of the number of directors elected at the previous annual meeting. The precise number of directors to be appointed in this manner may be fixed by ordinary resolution of the members."

    Return to footnote 13 referrer
Footnote 14

    First Organizational Meeting Following Incorporation – The phrase "provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator" is not required unless the corporation is being created (i.e. it is not needed on continuance).

    Return to footnote 14 referrer
Footnote 15

    Notice of Board of Directors' Meeting – Subsection 136(1) allows the by-laws to provide for any notice of a meeting of directors. The example provided by the precedent gives the board flexibility to establish a greater number of days notice for regular board meetings while being able to call a board meeting on short notice where pressing matters require an urgent meeting.

    Return to footnote 15 referrer
Footnote 16

    Voting – Subsection 137(1) of the Act permits the by-laws to specify that the directors will make decisions by consensus, with certain exceptions. If consensus decision making is desired, the following may be used:

        "Unless otherwise required by the Act or the articles of the Corporation, questions arising at any meeting of the board shall be decided by a consensus of the directors present at the meeting. A consensus will be considered to have been reached when no director objects to the question on the floor before the meeting . Should the chair of the meeting determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question, then the chair shall refer the question to be decided by a majority vote of the directors. In that event, each director is authorized to exercise one vote".

    Return to footnote 16 referrer
Footnote 17

    Tie-Vote – Where there is a tie vote, the example provided in the precedent gives the chair a second or casting vote to break a tie. There are other variations possible, such as stating that the chair shall not exercise a vote except to break a tie.

    Return to footnote 17 referrer
Footnote 18

    Officers – Section 142 of the Act allows the board to appoint the officers of the corporation and any offices may be specified in the by-laws. If appointment by members or in some other manner is preferred, it must be set out in the articles, by-laws or, if applicable, a unanimous member agreement.

    Return to footnote 18 referrer
Footnote 19

    Transition is a special case for the effective date of the by-laws. The new by-laws typically take effect on the date that the corporation continues under the NFP Act. This is the effective date of the Certificate of Continuance.